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Half-year Results

In brief · summary, not quotable

Brave Bison Group PLC reported strong interim results for the six months ending 30 June 2026, with net revenue increasing by 98% to £23.9 million and adjusted profit before tax rising by 120% to £4.1 million, alongside a 31% increase in adjusted basic EPS to 3.7 pence. The company highlighted that 41% of its divisional EBITDA was generated from scalable, platform-based solutions, and noted significant progress in its strategic investment in System1 Group plc, having made a firm offer to acquire the remaining shares. The results were ahead of the July trading update, reflecting strong performance in its Sport & Entertainment division and organic growth from MiniMBA.

Half year to 30 Jun 2026NowYear beforeChange
Revenue £36.3m £17.8m +104.2%
Operating profit £1.9m £0.1m +1369.8%
Adj. EBITDA £4.5m £2.2m +97.9%
Profit before tax £2.1m £0.1m +1924.0%
Net income £2.4m £0.1m +1533.3%
Cash from operations £1.3m (£1.7m)
Net cash / (debt) £4.7m £3.9m +20.5%
Cash £8.3m £4.2m +100.0%

Figures as reported, converted to £ where needed – see all financials.

Full announcement

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98% increase in net revenue, 120% increase in Adj. PBT and

31% increase in Adj. Basic EPS

41% of Group divisional EBITDA delivered from highly scalable, platform-based solutions

Brave Bison, the next-generation marketing and technology partner for global brands, today reports its unaudited interim results for the six months ending 30 June 2026.

Commenting on the results, Oliver Green, Executive Chairman, said:

"This has been another period of momentum for Brave Bison, with net revenue nearly doubling and Adjusted PBT up 120%, both ahead of our July trading update. Our platform-based solutions, including MiniMBA, continued to deliver strong organic growth, alongside a resilient performance from our Sport & Entertainment division.

"The record multi-year agreement between MiniMBA and Omnicom announced in May 2026 underlines the strength of our offering to the world's largest advertisers, and as separately announced we have progressed to a firm offer by the Company for System1 Group plc, which we believe is in the best interests of all Brave Bison and System1 shareholders."

Financial Highlights

UnauditedH1 2026H1 2025ChangeFY25
Net Revenue£23.9m£12.0m+98%£34.1m
Adj. EBITDA (1)£4.5m£2.3m+98%£6.8m
Adj. EBITDA Margin19%19%+0bps20%
Adj. Profit Before Tax (2)£4.1m£1.9m+120%£5.6m
Adj. Basic EPS (3)3.7p2.9p+31%6.9p
Profit Before Tax£2.1m£0.1m+1938%£0.7m
Net Cash excl. Lease Liabilities£4.7m£3.9m+21%£4.3m

Small apparent errors due to rounding

  • Adj. EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, and after adding back acquisition costs, restructuring costs and share-based payments
  • Adj. Profit Before Tax is stated after adding back acquisition costs, restructuring costs, impairments, amortisation of acquired intangibles and share-based payments, and is after the deduction of costs associated with property leases.
  • Adj. Profit After Tax divided by the weighted average number of ordinary shares in issue. Pursuant to a share consolidation approved by Brave Bison shareholders on 14 July 2025, the Company's issued ordinary share capital was consolidated on a 20 for 1 basis on 15 July 2025
  • Net revenue of £23.9m (H1 2025: £12.0m), growth of 98% year-on-year as a result of accretive acquisitions, strong trading in the sport & entertainment division and growth at MiniMBA which grew organically by double-digits year-on-year
  • Adj. EBITDA of £4.5m (H1 2025: £2.3m), 98% growth year-on-year and a margin of 19% (H1 2025: 19%). Adj. Profit Before Tax of £4.1m (H1 2025: £1.9m), 120% year-on-year increase as a result of consolidated acquisitions and cost synergies delivered
  • Adj. Basic EPS for the period of 3.7p (H1 2025: 2.9p), a 31% increase year-on-year. During the period 9,763,821 new ordinary shares were issued to John Kearon as part of the Company's strategic investment in System1 Group plc ("System1") at a price of £0.74 per new ordinary share and 4,081,632 new ordinary shares were issued for cash to an entity controlled by Mark Ritson, Founder of MiniMBA
  • Scalable, platform-based solutions delivered 41% of Group divisional EBITDA and 32% of net revenue in H1 2026, reflecting the high-margin, low marginal cost economics of this part of the business
  • Statutory profit before tax of £2.1m (H1 2025: £0.1m). Acquisition and restructuring costs reduced to £0.6m (H1 2025: £1.5m) but amortisation of acquired intangible assets increased to £1.4m (H1 2025: £0.2m). The Board anticipates that acquisition costs will increase in the second half of 2026
  • Net cash, excluding lease liabilities, of £4.7m at 30 June 2026 (31 December 2025: £4.3m, 30 June 2025: £3.9m). Operating cash inflow of £3.5m offset by negative working capital movements following strong cash collection in Q4 2025. £1.3m of cash was used to acquire 628,111 shares in System1 at a price of 210 pence per share, in addition to the share exchange with John Kearon
  • The strategic investment in System1 had a market value of £11.0m at 30 June 2026, based on the mid-market closing price of 312 pence per System1 share
  • Bank loan repayments of £2.6m completed in the period, with further repayments of £1.5m made in July 2026, in-line with the Group's capital allocation priorities

Strategic & Operational Highlights

  • Acquisition of c.28% of AIM-quoted System1 for a blended average purchase price of 242 pence per System1 share on 2 March 2026. A subsequent firm offer to acquire the remaining issued share capital of System1 for 327 pence per share (based on 135 pence in cash and 2.04 new ordinary shares in Brave Bison at the 20-day-volume weighted average closing share price per Brave Bison share of 94 pence per Brave Bison share on 10 July 2026, being the last business day before the commencement of the offer period) was announced on 30 July 2026 after period end
  • Record contract wins at MiniMBA, including a multi-year agreement with Omnicom the world's largest advertising holding company. Following acquisition in August 2025, Brave Bison has substantially improved the marketing, sales and product development capabilities of this category-leading marketing training business
  • Appointment of Yvonne Monaghan as non-executive director and chair of audit, adding a highly experienced ex FTSE-250 CFO to the Company's board
  • Professor Mark Ritson, Founder of MiniMBA, exercised an option to increase his beneficial interest in Brave Bison to 7%, further strengthening the partnership and providing the Company with £2m of additional capital
  • Hired Vaughan Eveleigh as VP, Product and Technology, joining from WPP where he was AI product director for WPP Open. This new role will build on the success of Brave Bison's existing AI operating platform BBx including award-winning insight tool AudienceGPT
  • New business wins in the period include Nestlé, ServiceNow, Heineken, Zoopla, Booking.com, McLaren, Nature's Menu, Omnicom and Versuni (the holding company for Philips Domestic Appliances)

Outlook

  • Trading remains in-line with the Board's expectations, and as previously announced, weighted to the second half as MiniMBA's course calendar runs April to July and September to December
  • Following the firm offer for System1 announced on 30 July 2026, the Board remains confident in the strategic and financial rationale for combining the two businesses and will continue to communicate the merits of the offer to System1 shareholders

H1 2026 Financial & Strategic Review

The first half of 2026 has seen further progress towards our mission of becoming the marketing and technology partner of choice for global brands. We have strengthened our platform-based, scalable capabilities, delivered record performance at MiniMBA, and taken a major step forward in our strategic investment in System1.

We have also continued to diversify our shareholder base, welcoming John Kearon, the Founder of System1, as a new shareholder as part of our strategic investment, alongside a further investment from Mark Ritson, Founder of MiniMBA, who recently increased his beneficial interest in the Company to 7%.

Trading Summary

Trading in the first half of 2026 was ahead of our July 2026 trading update. Brave Bison reported net revenue of £23.9m (H1 2025: £12.0m), growth of 98% year-on-year, Adj. EBITDA of £4.5m (H1 2025: £2.3m) and Adj. Profit Before Tax of £4.1m (H1 2025: £1.9m).

Net revenue growth was driven by accretive acquisitions, strong trading in the sport & entertainment division, and organic growth at MiniMBA of double-digits year-on-year. Scalable, platform-based solutions delivered 41% of Group divisional EBITDA and 32% of net revenue in the period, reflecting the high-margin, low marginal cost economics of this part of the business.

MiniMBA delivered record contract wins in the period, including a multi-year agreement with Omnicom, the world's largest advertising holding company. Following its acquisition in August 2025, Brave Bison has substantially improved the marketing, sales and product development capabilities of this category-leading marketing training business.

  • EBITDA margin was stable at 19% (H1 2025: 19%), as continued integration and cost synergies offset investment to support growth. Statutory profit before tax increased to £2.1m (H1 2025: £0.1m). Acquisition and restructuring costs reduced to £0.6m (H1 2025: £1.5m), although amortisation of acquired intangible assets increased to £1.4m (H1 2025: £0.2m).

An analysis of the profit before tax is shown below:

£'000H1 FY26H1 FY25
Adj. EBITDA4,4532,250
Finance income1383
Finance costs(236)(108)
Depreciation(492)(366)
Share of Profit from Associate332-
Adj. Profit Before Tax4,0701,859
Adjusting Items:
Acquisition Costs(297)(991)
Restructuring Costs(258)(511)
Amortisation of Acquired Intangibles(1,372)(188)
Revalued Contingent Consideration100-
Share Based Payments(138)(65)
Profit Before Tax2,105104

Net cash, excluding lease liabilities, of £4.7m at 30 June 2026 (31 December 2025: £4.3m, 30 June 2025: £3.9m). Operating cash inflow of £3.5m was offset by £2.6m in negative working capital movements following strong cash collection in Q4 2025. Total cash and equivalents reduced from £10.5m at 31 December 2025 to £7.6m at period end as positive free cashflow was used to repay £2.6m of bank loans, pay £0.5m in dividends and acquire shares for cash in System1. The Group also received proceeds of approximately £2.0m from the exercise of Mark Ritson's outstanding share option.

System1

On 2 March 2026, Brave Bison acquired c.28% of AIM-quoted System1 at a blended average purchase price of 242 pence per share. This stake was built through a combination of a share-for-share exchange with John Kearon, System1's founder and largest shareholder, together with further shares acquired for cash on-market. As a result, John Kearon was issued 9,763,821 new Brave Bison shares as part of the transaction, becoming a significant shareholder in the Group.

System1 is a UK-based marketing research and effectiveness platform listed on the AIM market of the London Stock Exchange. Its proprietary testing tools combine behavioural science with data analytics to help brands measure and improve the effectiveness of their advertising, guiding creative development, media planning and brand strategy before campaigns go to market. System1's platform is used by a global roster of advertisers, including TikTok, Pfizer and Ikea, spanning technology, pharmaceuticals and retail. The business sits within the fast-growing marketing effectiveness segment of the industry, complementing Brave Bison's existing divisions, and would form the cornerstone of a new division for the Group.

Subsequent to the period end, on 30 July 2026, Brave Bison announced a firm offer to acquire the entire issued share capital of System1 for 327 pence per share (based on 135 pence in cash and 2.04 new ordinary shares in Brave Bison at the 20-day-volume weighted average closing share price per Brave Bison share of 94 pence per Brave Bison share on 10 July 2026, being the last business day before the commencement of the offer period), representing a substantial premium to the 242 pence blended average price paid to build the Group's c.28% stake. The Board believes that the combination would create a new platform of significant scale and continues to engage with the Board of System1 and its shareholders on the merits of the offer.

Board & Governance

Yvonne Monaghan was appointed as a Non-Executive Director and Chair of the Audit Committee, effective 1 May 2026, further strengthening corporate governance in line with the Group's continued growth. Yvonne is a Chartered Accountant, qualifying with Deloitte Haskins & Sells, and was until recently Director and Chief Financial Officer of Johnson Service Group plc, the FTSE 250-listed textile rental business, which she joined in 1984 and served as CFO from 2007.

Yvonne brings extensive financial and financial reporting expertise, a sound practical understanding of corporate governance, and a deep appreciation of investor sentiment to the Board. Yvonne also currently serves as a Non-Executive Director of The Pebble Group plc, an AIM-quoted digital commerce and promotional products business, where she is Senior Independent Director and Chair of the Audit Committee, having joined ahead of that company's 2019 IPO.

On behalf of the Board

Oliver Green

Chairman

BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2026

(unaudited)(unaudited)(audited)
6 months to6 months toYear to 31
Note30 June 202630 June 2025December 2025
£000's£000's£000's
Revenue336,34717,79954,324
Cost of sales(12,463)(5,758)(20,175)
Gross profit / net revenue23,88412,04134,149
Administration expenses(21,988)(11,912)(33,126)
Operating profit1,8961291,023
Gain on remeasurement of contingent consideration100--
Share of profit of associate332--
2,3281291,023
Finance income138396
Finance costs(236)(108)(437)
Profit before tax2,105104682
Analysed as
Adjusted EBITDA4,4532,2506,793
Share of profit of associate332--
Finance income138396
Finance costs(236)(108)(437)
Depreciation(492)(366)(830)
Adjusted profit before tax4,0701,8595,622
Restructuring costs(258)(511)(925)
Acquisition costs(297)(991)(2,282)
Amortisation of acquired intangibles(1,372)(188)(1,579)
Gain on remeasurement of contingent consideration100--
Equity settled share based payments(138)(65)(154)
Profit before tax2,105104682
Income tax credit29643828
Profit for the period2,4011471,510
Statement of Comprehensive Income
Profit for the period2,4011471,510

Items that may be reclassified subsequently to profit or loss

(unaudited)(unaudited)(audited)
6 months to6 months toYear to 31
Note30 June 202630 June 2025December 2025
Exchange (loss)/gain on translation of foreign subsidiaries(57)4124
Total comprehensive profit for the period2,3441881,534
Earnings per share (basic and diluted)
Basic earnings per ordinary share (pence)52.20p0.22p1.86p
Diluted earnings per ordinary share (pence)52.10p0.21p1.76p
Adjusted basic operating earnings per ordinary share (pence)53.73p2.85p6.94p
Adjusted diluted operating earnings per ordinary share (pence)53.54p2.64p6.54p
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2026
(unaudited)(unaudited)(audited)
NoteAt 30 June 2026At 30 June 2025At 31 December 2025
£000's£000's£000's
Non-current assets
Intangible assets648,35021,39649,722
Investment in associates148,879--
Property, plant and equipment71,5421,8001,960
Deferred tax asset2,8342,4322,834
61,60525,62854,516
Current assets
Trade and other receivables13,7328,83712,507
Cash and cash equivalents8,3194,16010,496
22,05112,99723,003
Current liabilities
Trade and other payables(21,590)(11,786)(22,930)
Acquisition liabilities <1 year(67)-(469)
Contingent acquisition liabilities <1 year11(1,050)(227)(857)
Bank loans <1 year12(3,503)(182)(1,091)
Lease liabilities9(604)(342)(612)
(26,814)(12,537)(25,959)
Non-current liabilities
Lease liabilities9(952)(1,259)(1,260)
Deferred tax liability(2,890)(599)(3,186)
Acquisition liabilities >1 year(889)-(889)
Contingent acquisition liabilities >1 year11(1,588)(319)(1,875)
Bank loan >1 year12(113)(107)(5,113)
Other liabilities-(67)-
Provisions for liabilities(81)(14)(120)
(6,513)(2,365)(12,443)
Net assets50,32923,72339,117
Equity
Share capital82,3261,3342,050
Share premium24,59597115,647
Merger reserve(24,060)(24,060)(24,060)
Distributable reserve157,675158,169158,169
Retained deficit(110,330)(112,888)(112,869)
Translation reserve123197180
Total equity50,32923,72339,117
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2026
(unaudited)(unaudited)(audited)
6 months to6 months toYear to 31
30 June 202630 June 2025December 2025
£000's£000's£000's
Operating activities
Profit/(loss) before tax2,105104682
Adjustments:
Depreciation, amortisation and impairment1,8645542,409
Share of profit of associate(332)--
Gain on remeasurement of contingent consideration(100)--
Finance income(13)(83)(96)
Finance costs236108437
Share based payment charges13865154
(Increase)/decrease in trade and other receivables(1,225)1,5282,439
Decrease in trade and other payables(1,378)(4,037)(2,872)
Tax (paid)/received(2)3028
Cash inflow/(outflow) from operating activities1,293(1,731)3,182
Investing activities
Acquisition of subsidiaries(396)(1,940)(26,520)
Net cash acquired on acquisition-395,338
Loan granted on acquisition exchange-650-
Purchase of property, plant and equipment(74)(67)(190)
Purchase of intangible assets--(99)
Investment in System1(1,322)--
Interest received138396
Cash inflow/(outflow) from investing activities(1,779)(1,235)(21,376)
Cash flows from financing activities
Issue of share capital2,0002116,405
Interest paid(236)(108)(437)
Dividends paid(494)(267)(267)
(Repayment)/drawdown of borrowings(2,588)(53)5,670
Repayment of lease liability(316)(111)(308)
Cash inflow/(outflow) from financing activities(1,634)(518)(21,063)
Net change in cash and cash equivalents(2,120)(3,484)2,869
Movement in net cash
Cash and cash equivalents, beginning of period10,4967,6037,603
(Decrease)/increase in cash and cash equivalents(2,120)(3,484)2,869
Movement in foreign exchange(57)4124
Cash and cash equivalents, end of period8,3194,16010,496
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2026
Share CapitalShare premiumMerger ReserveTranslation ReserveDistributable ReservesRetained deficitTotal equity
£000's£000's£000's£000's£000's£000's£000's
At 1 January 2025 (audited)1,292-(24,060)156158,436(114,533)21,291
Shares issued during the period42971----1,013
Equity settled share based payments-----6565
Equity capital contribution-----1,4331,433
Dividends----(267)-(267)
Transactions with owners42971--(267)1,4982,244
Other Comprehensive Income
Profit and total comprehensive income for the period---41-147188
At 30 June 2025 (unaudited)1,334971(24,060)197158,169(112,888)23,723
At 1 January 2025 (audited)1,292-(24,060)156158,436(114,533)21,291
Shares issued during the year75815,647----16,405
Equity settled share based payments-----154154
Dividends----(267)-(267)
Transactions with owners75815,647--(267)15416,292
Other Comprehensive Income
Profit and total comprehensive income for the period---24-1,5101,534
At 31 December 2025 (audited)2,05015,647(24,060)180158,169(112,869)39,117
At 1 January 2026 (audited)2,05015,647(24,060)180158,169(112,869)39,117
Shares issued during the period2768,948----9,224
Equity settled share based payments-----138138
Dividends----(494)-(494)
Transactions with owners2768,948--(494)1388,868
Other Comprehensive Income
Profit and total comprehensive income for the period---(57)-2,4012,344
At 30 June 2026 (unaudited)2,32624,595(24,060)123157,675(110,330)50,329

BRAVE BISON GROUP PLC

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2026

1 General information

The information for the year ended 31 December 2025 does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. A copy of the statutory accounts has been delivered to the Registrar of Companies. The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. The interim financial statements have not been audited or reviewed by the Group's auditor.

2 Accounting policies

Basis of preparation

The annual financial statements of Brave Bison Group plc are prepared in accordance with the accounting policies and presentation required by UK adopted International Accounting Standards, and International Financial Reporting Interpretations Committee ("IFRIC") Interpretations as endorsed for use in the UK. The condensed set of financial statements included in this half yearly report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".

The interim statement has been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities for the foreseeable future. The Group is dependent for its working capital requirements on cash generated from operations, cash holdings and from equity markets. The cash holdings of the Group at 30 June 2026 were £8.3 million.

The Directors have prepared detailed cash flow projections (the "Projections") which are based on their current expectations of trading prospects. The board forecasts that the Group will achieve positive cash inflows in the second half of 2026 and in 2027. Accordingly, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in preparing these financial statements.

The Directors also continue to maintain rolling forecasts which are regularly updated.

Significant accounting policies

The accounting policies applied by the Group in this condensed set of consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2025, with the addition of the policies below:

Financial Instruments

Contingent consideration

Contingent consideration is initially measured at fair value using probability weighted estimated future cash flows. Contingent consideration is measured at fair value through profit and loss. As such, at each reporting date, the contingent consideration is fair valued, with movement in the fair value taken to the statement of comprehensive income.

Investment in associates

Associates are entities in which the Group has significant influence over the financial and operating policy decisions of the investee,but does not have control or joint control over those policies.

The Group applies the equity method to account for its investments in associates. Under the equity method, on initial recognition the investment in the associate is recognised at cost, and the carrying amount is increased or decreased to recognise the Group's share of the post-acquisition profits or losses, and other comprehensive income or expenses of the investee. The Group's share of the investee's profits or losses and other comprehensive income are recognised in the consolidated statement of comprehensive income.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in associate. At each reporting date the Group determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Group calculates the amount of the impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognises the loss within 'Share of profit or loss of an associate' in the statement of profit and loss.

Other pronouncements

Other accounting pronouncements which have become effective from 1 January 2026 and therefore have been adopted do not have a significant impact on the Group's financial results or position.

3 Segment reporting

The Group has identified two geographic areas (United Kingdom & Europe and Rest of the world) and the information is presented based on the customers' location.

Geographic reporting

The information is presented based on the customers' location.

(audited)

(unaudited)(unaudited)12 months
6 months ended June 20266 months ended June 2025ended 31 December 2025
£000's£000's£000's
United Kingdom & Europe29,54215,17945,321
Rest of the World6,8052,6209,003
Total Revenue36,34717,79954,324

The Group identifies two revenue streams, Services revenue and Platform revenue. The analysis of revenue by each stream is detailed below.

(audited)

(unaudited)(unaudited)12 months
6 months ended June 20266 months ended June 2025ended 31 December 2025
Revenue£000's£000's£000's
Services revenue20,32812,95530,509
Platform revenue16,0194,84423,815
Total revenue36,34717,79954,324
(audited)
(unaudited)(unaudited)12 months
6 months ended June 20266 months ended June 2025ended 31 December 2025
Net Revenue£000's£000's£000's
Services revenue16,13910,29224,510
Platform revenue7,7451,7499,639
Total net revenue23,88412,04134,149

Timing of revenue recognition

The following table includes revenue from contracts disaggregated by the timing of recognition.

(audited)

(unaudited)(unaudited)12 months
6 months ended June 20266 months ended June 2025ended 31 December 2025
£000's£000's£000's
Products and services transferred at a point in time10,8734,84419,682
Products and services transferred over time25,47412,95534,642
Total revenue36,34717,79954,324
4 Restructuring
(audited)
(unaudited)(unaudited)12 months
6 months ended June 20266 months ended June 2025ended 31 December 2025
£000's£000's£000's
Restructuring costs258511925

Restructuring costs in 2025 relate to unused property leases acquired with Builtvisible, duplicate IT contracts now replaced, and termination payments in relation to staff restructuring as a result of the recent acquisitions. Restructuring costs in 2026 are predominantly termination payments in relation to central administrative staff restructuring following acquisitions in 2025.

5 Earnings per share

Both the basic and diluted earnings per share have been calculated using the profit after tax attributable to shareholders of Brave Bison Group plc as the numerator, i.e. no adjustments to profits were necessary in 2025 or 2026. The calculation of the basic earnings per share is based on the profit attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year.

The Group completed a 1-for-20 share consolidation effective 11 July 2025, whereby every 20 existing ordinary shares were consolidated into 1 ordinary share. In accordance with IAS 33 Earnings Per Share, the weighted average number of shares for all periods presented has been adjusted retrospectively to reflect the impact of the share consolidation. As a result, the basic and diluted earnings per share for the comparative 6 month period ended June 2025 have been restated to ensure comparability with the current period presentation. The restatement affects only the per-share calculations and has no impact on total profit, equity or cash flows previously reported.

As restatedAs previously reported
(unaudited)(unaudited)(unaudited)(audited)
6 months ended June 20266 months ended June 20256 months ended June 202512 months ended 31 December 2025
Weighted average number of ordinary shares109,254,41365,207,6511,304,201,95881,017,995
Dilution due to share options4,904,1995,179,764103,595,2764,904,199
Total weighted average number of ordinary shares114,158,61270,387,4151,407,797,23485,922,194
Basic earnings per ordinary share (pence)2.20p0.22p0.01p1.86p
Diluted earnings per ordinary share (pence)2.10p0.21p0.01p1.76p
Adjusted basic earnings per ordinary share (pence)3.73p2.85p0.14p6.94p
Adjusted diluted earnings per ordinary share (pence)3.54p2.64p0.13p6.54p
As restatedAs previously reported(audited)
(unaudited)(unaudited)(unaudited)12 months
6 months ended June 20266 months ended June 20256 months ended June 2025ended 31 December 2025
£000's£000's£000's£000's
Earnings for the period2,4011471471,510
Equity settled share based payments1386565154
Restructuring costs258511511925
Acquisition costs2979919912,282
Amortisation of acquired intangibles1,3721881881,579
Tax credit(296)(43)(43)(828)
Gain on remeasurement of contingent consideration(100)---
Adjusted earnings for the period4,0701,8591,8595,622

Tax credits removed from earnings for the 6 months ended June 2026 consist of unwinding of deferred tax on acquired intangibles.

6 Intangible Assets

GoodwillOnline Channel ContentTechnologyBrandsCustomer Relation-shipsTotal
£000's£000's£000's£000's£000's£000's
Cost
At 30 June 202554,4872,0345,2131,11922,02084,873
Additions17,1582,365-1,3978,79729,717
At 31 December 202571,6454,3995,2132,51630,817114,590
Additions------
At 30 June 202671,6454,3995,2132,51630,817114,590
Amortisation and impairment
At 30 June 202535,0752,0345,21393220,22363,477
Charge for the period-312-2038761,391
At 31 December 202535,0752,3465,2131,13521,09964,868
Charge for the period-333-1768631,372
At 30 June 202635,0752,6795,2131,31121,96266,240
Net Book Value
At 30 June 202519,412--1871,79721,396
At 31 December 202536,5702,053-1,3819,71849,722
At 30 June 202636,5701,720-1,2058,85548,350
7 Property, plant and equipment
Right of Use assetLeasehold ImprovementComputer EquipmentFixtures & FittingsTotal
£000's£000's£000's£000's£000's
Cost
At 30 June 20251,900408684483,040
Additions46891131591
Acquisition of subsidiary--37(4)33
At 31 December 20252,368417834453,664
Additions--74-74
Disposals-(8)--(8)
At 30 June 20262,368409908453,730
Depreciation and impairment
At 30 June 2025612207390311,240
Charge for the period2588111312464
At 31 December 2025870288503431,704
Charge for the period31780941492
Disposals-(8)--(8)
At 30 June 20261,187360597442,188
Net Book Value
At 30 June 20251,288201294171,800
At 31 December 20251,49812933121,960
At 30 June 20261,1814931111,542
(audited)
(unaudited)(unaudited)12 months
6 months ended June 20266 months ended June 2025ended 31 December 2025
£000's£000's£000's
Right-of-use-asset1,1811,2881,498
Total right-of-use asset1,1811,2881,498
8 Share capital
Ordinary share capitalAt 30 June 2026
Number£000's
Ordinary shares of £0.02116,319,7512,326
Total ordinary share capital of the Company2,326

Rights attributable to ordinary shares

The holders of ordinary shares are entitled to receive notice of and attend and vote at any general meeting of the Company.

9 Leases

Lease liabilities are presented in the statement of financial position as follows:

(unaudited)(unaudited)(audited)
At 30 June 2026At 30 June 2025At 31 December 2025
£000's£000's£000's
Current604343612
Non-current9521,2591,260
1,5561,6021,872

With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a corresponding lease liability.

The table below describes the nature of the Group's leasing activities by type of right-of-use asset recognised on the statement of financial position:

No. of right-of-use assets leasedRange of remaining termAverage remaining lease termNo. of leases with extension optionsNo. of leases with termination options
Office building40 - 3.5 years1.2 years--

The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2026 were as follows:

Within one yearOne to five yearsTotal
£000's£000's£000's
Lease payments7151,0491,764
Finance charges(111)(97)(208)
Net present values6049521,556

The Group does not have any liabilities for short term leases.

During the period, the Group entered into an agreement for a new office lease. The lease commencement date is subsequent to the reporting date and, accordingly, no right-of-use asset or lease liability has been recognised in these interim financial statements. Lease liabilities will be recognised from the commencement date in accordance with IFRS 16 Leases.

10 Financial Instruments

(unaudited)(unaudited)(audited)
Categories of financial instrumentsAt 30 June 2026At 30 June 2025At 31 December 2025
£000's£000's£000's
Financial assets at amortised cost
Trade and other receivables14,4199,75813,175
Cash and bank balances8,3194,16010,496
22,73813,91823,671
Financial liabilities measured at amortised cost
Trade and other payables18,89010,37719,202
Lease liabilities1,5561,6011,872
Bank loans3,6162896,204
Deferred consideration payable on acquisition of subsidiary undertakings9565461,358
Financial liabilities measured at fair value
Contingent consideration payable on acquisition of subsidiary undertakings2,638-2,732
27,65612,81331,368
  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
  • Level 3: unobservable inputs for the asset or liability

11 Acquisition Liabilities and Contingent Acquisition Liabilities

The terms of an acquisition may provide that the value of the purchase consideration, which may be payable in cash or shares or other securities at a future date, depends on uncertain future events such as the future performance of the acquired company. The Directors estimate that the liability for payments that may be due is as follows:

(unaudited)(unaudited)(audited)
At 30 June 2026At 30 June 2025At 31 December 2025
Acquisition Liabilities£000's£000's£000's
Current <1 year67227469
Non-Current >1 year889319889
Total9565461,358
Contingent Acquisition Liabilities£000's£000's£000's
Current <1 year1,050-857
Non-Current >1 year1,588-1,875
Total2,638-2,732
12 Bank Loans
(audited)
(unaudited)(unaudited)12 months
6 months ended June 20266 months ended June 2025ended 31 December 2025
£000's£000's£000's
Loan <1 year3,5031821,091
Loan >1 year1131075,113
3,6162896,204

The Group has a £10m RCF with an interest margin of between 1.75% and 1.85% over Base Rate, depending on the leverage ratio. The RCF has a 3 year term, however the amount of the facility will reduce to £5m after the first year. The Group had drawn down £3.5m at the period end.

Following the period end the Group signed a new facility agreement which replaces the above RCF, and also allows for a certain funds facility to enable the Offer for System1. The RCF element of this facility is £7.5m. The interest margin of this element is between 1.85% and 1.95% over Base Rate, depending on the leverage ratio.

The Group has a Bounce Back Loan Agreement which is due to be fully repaid in 2026. The repayment amount and timing of each instalment is based on a fixed interest rate of 2.5% payable on the outstanding principal amount of the loan and applicable until the final repayment date. This loan is unsecured. The Group also has a U.S. Small Business Administration loan which was acquired as part of the SocialChain acquisition which is due to be fully repaid in 2050. The repayment amount and timing of each instalment was based on a fixed interest rate of 3.75% per annum payable on the outstanding principal amount of the loan and applicable until the final repayment date.

13 Transactions with Directors and other related parties

The Printed Group Limited are a related party due to the directorship of Jack Green who is the brother of Oliver and Theodore Green.

During the reporting period, Oliver Green and Theodore Green resigned as directors and ceased to hold their shareholdings in Tangent Marketing Services Limited. As a result, Tangent Marketing Services Limited no longer meets the definition of a related party from the date of cessation. Transactions disclosed in this note relate only to the period during which the related party relationship existed.

Tangent Marketing Services rent office space from Brave Bison at its London headquarters.

Tangent Marketing Services pays Brave Bison a salary recharge for certain employees in the HR, IT and facilities departments.

The Printed Group is a client of Brave Bison, whereby Brave Bison provides search engine optimisation services to The Printed Group.

All related party transactions are undertaken on an arms-length basis and are approved beforehand by the Group's independent directors. A copy of the Group's related party policy is available at bravebison.com/investors.

Transactions with associates and related parties during the period were:

(audited)

(unaudited)(unaudited)12 months
6 months ended June 20266 months ended June 2025ended 31 December 2025
£000's£000's£000's

Amounts charged to Tangent Marketing Services Limited by Brave Bison

Recharge for HR related salary72141
Recharge for facility staff salary449
Charge for property related costs163865
Charge for client related work-1010
2773125

Amounts charged to Brave Bison by Tangent Marketing Services Limited

Charge for client related work21530
21530

Amounts charged to The Printed Group Limited by Brave Bison

Charge for property related costs-1919
Charge for client related work121019
122938
(unaudited)(unaudited)(audited)
6 months to6 months toYear to 31
30 June 202630 June 2025December 2025
£000's£000's£000's
Amounts owed to Tangent Marketing Services Limited-18-
Amounts owed by Tangent Marketing Services Limited131213
Amounts owed by The Printed Group Limited133

14 Investment in Associate

During the period, the Group acquired a c.28% equity interest in System1 by way of a share-for-share exchange with John Kearon, System1's founder and largest shareholder, and on-market purchases totalling £1.3 million. System1 is incorporated in England and Wales, and its registered office is 4 More London Riverside, London, England, SE1 2AU. The investment has been included in the consolidated financial statements using the equity method from 2 March 2026. The Group is considered to have significant influence over the financial and operating policies of the entity.

At 30 June 2026, the carrying value of the investment in associate was £8.9 million.

(unaudited)

6 months ended June 2026

£000's

Opening balance-
Acquisition of associate8,547
Share of associate's profit after tax332
Closing investment in associate8,879

At 30 June 2026 the fair value of the investment based on the quoted market price of System1 shares was £11.0 million.

System1 has a year-end of 31 March. On 12 July 2026 Brave Bison Group plc announced a Possible Offer for System1, which then progressed to a firm offer on 30 July 2026. The Group does not have access to the System1 finalised management accounts drawn up to 30 June 2026 to use for equity accounting purposes. The summarised financial information below is therefore based on the accounts to 31 March 2026. It has then been adjusted for the 3 months from 1 April 2026 to 30 June 2026 based on pro-rating the consensus forecasts for System1 as referenced in their trading update of 16 March 2026. This inclusion is made without the agreement or approval of System1.

Summarised Statement of Financial Position

(unaudited)

At 30 June 2026

£000's

Non-current assets2,346
Current assets19,809
Current liabilities(6,816)
Non-current liabilities(484)
Net assets14,855

Summarised Statement of Profit and Loss and Other Comprehensive Income

(unaudited)

2 March 2026 to 30 June 2026

£000's

Revenue14,074
Profit from continuing operations1,194
Post tax profit or loss from discontinued operations-
Other comprehensive income-
Total comprehensive income1,194

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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